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These Procedures are adopted by the Taiwan Stock Exchange Corporation (TWSE) to handle appeals filed by securities firmsor employees thereof ("appellants") who do not accept dispositions imposed by the TWSE against audit deficiencies.
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An appeal may be filed with the TWSE by an appellant by the date specified in the TWSE's written notice of the disposition or within 30 days counting inclusively from the day following receipt of the notice (whichever comes later). The appeal shall specify the following information in writing and append supporting evidence or materials:
- The name, address, and name of the representative of the securities firm. An employee shall fill in his/her name, national ID number (or Alien Resident Certificate number), year, month, and date of birth, and contact address.
- The reference number, effective date of the disposition, and the name, article, and paragraph number(s) of the law or regulation violated, as stated in the original notice of disposition.
- The reasons for disagreeing with the disposition imposed by the TWSE, and the modifications that the appellant requests be made to the disposition.
A securities firmemployee may file an appeal by himself/herself, or through the securities firm where he/she was employed when the fact occurred that provided cause for the disposition or through the securities firm where he/she is currently employed, provided the appeal through such firm shall enclosea consent form from the person subject to disposition and be handled together with the appeal filed by the same person subject to disposition.
Execution of the original disposition will not be stayed by the lodgment of an appeal.
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Upon receipt of an appeal case, the TWSE will convene a meeting of persons from relevant departments to review the appellant's qualification, the reasons for the appeal, and the supporting evidence or materials under Point 2.
The appeal will be rejected if not filed by the appellant within the time limit under Point 2, the appellant is not qualified, the reason for the appeal is not related to the original disposition, the same appellant files a duplicate appeal against the same case involving the person subject to disposition, or the appellant has not supplemented incomplete documents, data, or content within the time limit prescribed by the TWSE.
If the TWSE rejects an appeal pursuant to the preceding paragraph, it shall provide the appellant with a written notice of the reasons. An appellant who has an objection against the decision shall file an application for re-appeal with the TWSE, specifying the reasons, within 5 days counting from the day following receipt of the notice. An application for re-appeal may be made one time only.
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The TWSE, within 30 business days from theacceptance of an appeal, shall hold a meeting of the Appeal Review Committee. The meeting notice and materials relating to the appeal shall be delivered to the members of the Appeal Review Committee seven days before a committee meeting is held.
An appellant may withdraw the appeal through written notice prior to the convening of the Appeal Review Committee. The TWSE will close the case upon receipt of the notice of withdrawal.
Where an appellant as in the preceding paragraph withdraws an appeal, no one may file any further appeal against a case involving the same person subject to disposition.
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Where a person subject to disposition is a securities firm employee, the Appeal Review Committee is composed of 13 members as follows:
- External members:
- The Taiwan Securities Association shall appoint four representatives and provide the list of representatives to the TWSE three days prior to the meeting.
- The TWSE shall select five representatives who are fair and impartial persons with expertise in law and securities practice and who are not employed at any securities firms to serve a 1-year term. In the event of a change of duties or resignation by any representative, the TWSE may select a new representative to complete the term of office.
- Internal members: The TWSE shall appoint four other members, consisting of the TWSE Senior Executive Vice President and the heads of the Trading Department, Intermediaries Service Department, and Secretarial & Legal Department, or a person appointed thereby.
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Where a person subject to disposition is a securities firm, these five internal members of the TWSE shall serve as members of the Appeal Review Committee: the TWSEPresident, the TWSE Senior Executive Vice President, and the head of or a person appointed by each of the Trading Department, Intermediaries Service Department, and Secretarial & Legal Department of the TWSE.
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The Appeal Review Committee shall have one chairperson, to be filled by the TWSE President if a person subject to disposition is a securities firm and by the TWSE Senior Executive Vice President if a person subject to disposition is a securities firm employee. When the chairperson is unable for any reason to convene a meeting, his/her deputy shall serve as the acting chairperson.
Members of the Appeal Review Committee shall personally attend the meetings, and may not appoint another to serve as their agent; nor are they allowed during meetings to appoint another to exercise powers on their behalf. Members that leave before a meeting's end may not exercise their voting rights.
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The Appeal Review Committee shall discuss the reasons for the appeal, the supporting evidence submitted, and the follow-up audit findings, and handle the case as follows:
- The Appeal Review Committee shall notify the person subject to the disposition and the appellant, requesting them to appoint personnel to attend the meeting of the Appeal Review Committee to give statements, and may attend the meeting to give statements accompanied by other third persons from the company.
- A member of the Appeal Review Committee shall enter recusal and may not participate in discussions or voting, appoint another member as agent, or serve as agent for another member, if a direct or indirect interested party with respect to the appellant.
- The chairperson and the members of the Appeal Review Committee have one vote each. A resolution of the Committee requires the approval of a majority of the members present at a meeting attended by two-thirds or more of the members.
- Resolutions shall be adopted by the Appeal Review Committee as follows:
- The Appeal Review Committee shall vote on whether to maintain or revoke the original disposition.
- When a resolution is made to revoke the original disposition, the Committee shall hold a further vote on whether the Committee will change the disposition or return the case to the TWSE for a new disposition. If both options receive the same number of votes, or if no resolution can be passed after discussions on how to change the disposition, it will be deemed that the case is to be sent back to the TWSE for a new disposition.
If the original disposition is revoked and a new disposition made, the TWSE may not, on the basis of the same facts, change the disposition to one unfavorable to the original person subject to disposition.
The person subject to disposition and the appellant may not file any further appeal against a resolution made by the Appeal Review Committee or a new disposition made by the TWSE in response to the specific instructions in the resolution returning the case to it. This restriction does not apply when the case is returned to the TWSE with instructions to investigate the facts that provided cause for the original disposition in order to make a new disposition.
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The TWSE shall provide notice of the resolution made by the Appeal Review Committee to the person subject to disposition and the appellant, with a copy to the competent authority. If the person subject to disposition is a securities firm employee, notice shall also be given to the securities firm where the person was employed when the fact occurred that provided cause for the disposition and the securities firm where the person is currently employed. The letter giving notice shall include the following:
- The name, address, and name of the representative of the securities firm, and thename, national ID number (or Alien Resident Certificate number), the year, month, and date of their birth, and contact address of the employee.
- The facts, reasons, and legal basis.
- The reference number and the year, month, and date of the notification.
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